DEF: Wilson Bank Holding Company Reports Record-Breaking Year, Announces Annual Meeting
Proxy Statement
Wilson Bank Holding Company announces a record-breaking year with assets surpassing $5 billion and record income, alongside details for the upcoming annual shareholder meeting.
Summary
- Wilson Bank Holding Company reports a record-breaking year in 2024, surpassing $5 billion in total assets and achieving record income.
- The company's annual shareholder meeting will be held on April 24, 2025, at the Clemons-Richerson Operations Center in Lebanon, TN.
- Shareholders will vote on the election of three Class III directors, ratification of Maggart & Associates, P.C. as the independent accounting firm, and approval of the 2025 Equity Incentive Plan.
- The Board of Directors recommends voting FOR the approval of all proposals.
- The company's proxy materials, including the 2024 Annual Report, are available online at www.wilsonbank.com.
- The company's Board of Directors consists of ten members and has two standing committees, the Audit Committee and the Risk Oversight Committee.
- The company's executive compensation program includes base salary, annual cash incentives, and equity-based awards.
- The company's Named Executive Officers are eligible for an annual cash incentive payment based on the Bank's estimated net income for the fiscal year.
- The company's 2025 compensation plan targets the 50th to 60th percentile of peer banks in the Mid and South East United States.
- The company's CEO pay ratio is 25 to 1.
Sentiment
Score: 8
Explanation: The document expresses a positive outlook due to the company's record-breaking financial performance and strategic focus on customer relationships and community support.
Positives
- The company achieved a record-breaking year in 2024, surpassing $5 billion in total assets and achieving record income.
- The company's Board of Directors has determined that each of the following directors is an independent director within the meaning of the listing standards of the NYSE: J. Randall Clemons; James F. Comer; William P. Jordan; Michael G. Maynard; James Anthony Patton; H. Elmer Richerson; and Clinton M. Swain.
- The company's 2025 compensation plan targets the 50th to 60th percentile of peer banks in the Mid and South East United States.
Future Outlook
The company remains well-positioned to support economic momentum in its markets by providing quality lending opportunities and financing real estate investments.
Management Comments
- Delivering solid returns and adding value in the marketplace has always been our focus.
- Our mission remains clear: to grow and support our customers while excelling at what we do bestrelationship banking.
Industry Context
The document does not provide specific details on how this announcement relates to broader industry trends or competitors.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Lisa Pominski | Kayla Hawkins | March 1, 2024 | Lisa Pominski retired from the Company and the Bank on March 31, 2024. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Audit Committee Charter | The Audit Committee Charter was amended and restated in August 2024. | August 2024 | The amendment and restatement of the Audit Committee Charter is intended to ensure that the Audit Committee operates pursuant to the most current best practices. |
Related Party Transactions
- During 2024, Jack Bell Builders was paid an aggregate of $1,100,003 by the Bank for remodels of several of the Banks branch offices and the buildout of an additional customer service area in one branch location. This company is owned 100% by Jack Bell, a director of the Company and the Bank.
Stakeholder Impact
- Shareholders will benefit from the company's strong financial performance and commitment to delivering solid returns.
- Customers will continue to receive quality lending opportunities and support for their financial needs.
- Employees will be rewarded based on their individual performance and the overall performance of the Bank and the Company.
- Communities will benefit from the company's support of local businesses and real estate investments.
Next Steps
- Shareholders are encouraged to vote their shares ahead of the annual meeting.
- The company will continue to focus on growing and supporting customers while excelling at relationship banking.
Key Dates
| Date | Description |
|---|---|
| March 3, 2025 | Record date for shareholders entitled to notice of and to vote at the Annual Meeting. |
| March 21, 2025 | Proxy material was first mailed to shareholders. |
| April 24, 2025 | Annual Meeting of Shareholders. |
| November 21, 2025 | Deadline for shareholders to submit proposals for inclusion in the 2026 Proxy Statement. |
| February 3, 2026 | Deadline for other shareholder proposals to be timely (but not considered for inclusion in the Companys Proxy Statement). |
| February 23, 2026 | Deadline for providing notice to the Company under Rule 14a-19 of Regulation 14A, the SECs universal proxy rule, of a shareholders intent to solicit proxies on the Companys proxy card in support of director nominees. |
Keywords
annual meeting, proxy statement, equity incentive plan, financial performance, board of directors, executive compensation, Wilson Bank Holding Company, shareholders
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